-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VzK05FzUkSuWD9+wZDdbbcin1f3J+7Vw7gz/CFUNz51B8NRErUKWb+nk0QABLVhd NjWv7IdkqLTzqog9V4PZ3g== 0000912057-97-009290.txt : 19970320 0000912057-97-009290.hdr.sgml : 19970320 ACCESSION NUMBER: 0000912057-97-009290 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970319 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EASTERN CO CENTRAL INDEX KEY: 0000031107 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 060330020 STATE OF INCORPORATION: CT FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-00599 FILM NUMBER: 97558908 BUSINESS ADDRESS: STREET 1: 112 BRIDGE ST STREET 2: P O BOX 460 CITY: NAUGATUCK STATE: CT ZIP: 06770 BUSINESS PHONE: 2037292255 MAIL ADDRESS: STREET 1: 112 BRIDGE STREET STREET 2: P O BOX 460 CITY: NAUGATUCK STATE: CT ZIP: 06770 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLBROOK CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001013097 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133540644 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: RR1 BOX 167D STREET 2: WING ROAD CITY: MILLBROOK STATE: NY ZIP: 12545 BUSINESS PHONE: 9146678383 MAIL ADDRESS: STREET 1: RR1 BOX 167D WING ROAD CITY: WILLBROOK STATE: NY ZIP: 12545 DFAN14A 1 DFAN14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant / / Filed by a Party other than the Registrant /X/ Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to ss. 240.14a-11(c) or Section 240.14a-12 THE EASTERN COMPANY - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) MMI INVESTMENTS, L.L.C. - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: [LOGO] March 19, 1997 Dear Fellow Eastern Shareholder: The annual meeting is one week away and the Board of Eastern, led by Stedman Sweet, continues to rely on mischaracterizations and already broken promises to try to avoid being held accountable. Ask yourself why they do not offer any substance to dispute our points? Please consider the facts when evaluating our platform: INDEPENDENT RECOMMENDATION The ISS (Institutional Shareholder Services), an INDEPENDENT research group, has issued its analysis of the matters before Eastern's stockholders at the 1997 annual meeting. Their review included discussions held with both MMI and Eastern. You should be interested to know that ISS has recommended a vote for MMI's directors and against Stedman Sweet and the incumbent directors up for election. IF YOU ARE TORN--LISTEN TO AN INDEPENDENT VOICE: - Regarding the so called strategic plan--"ISS BELIEVES THAT ADEQUATE TIME HAS PASSED FOR EASTERN'S STRATEGIC PLAN TO YIELD DEMONSTRATED IMPROVEMENT IN SHAREHOLDER VALUE--AND IT HAS FAILED TO DO SO." - Regarding MMI's qualifications as directors--"WE THEREFORE CONCLUDE THAT A BOARD SHAKEUP IS NEEDED. ALTHOUGH THE DISSIDENTS WILL ONLY HAVE THREE OUT OF NINE BOARD SEATS, WE BELIEVE THEY HAVE RELEVANT EXPERTISE TO CONTRIBUTE TO THE COMPANY IN M&A, MANUFACTURING, AND BUSINESS AND WILL SERVE TO PUT PRESSURE ON THE BOARD TO ACT ON SHAREHOLDERS' BEHALF." - Regarding the dividends--EASTERN SHAREHOLDERS "COULD BE EARNING A HIGHER RETURN ON VIRTUALLY ANY OTHER INVESTMENT, INCLUDING LOW-RISK TREASURY SECURITIES." - Regarding our platform for change--THE MMI NOMINEES "HAVE PUT FORTH A SOUND ACTION PLAN TO IMPROVE EASTERN'S PERFORMANCE, ADDRESSING EXPENDITURES, CUSTOMER SERVICE, NEW PRODUCT LINES, ACQUISITIONS, AND MANAGEMENT INCENTIVES." ISS works for professional investors in need of an INDEPENDENT view of how to vote in proxy contests. Consider the advice given to professional investors. THE BOARD'S TRUE INTEREST The current leadership of Eastern wants you to believe that their economic interest is aligned with yours. Examine the facts: - THE BOARD'S COMMITMENT TO EASTERN'S STOCK IS SIMPLY NOT REAL. LOOK AT THEIR OWN PROXY STATEMENTS! AS OF FEBRUARY 24, 1996 THE BOARD CLAIMED BENEFICIAL OWNERSHIP OF 323,326 SHARES. AS OF FEBRUARY 28, 1997, THEIR OWNERSHIP HAS DROPPED BY OVER 5,000 SHARES TO 318,306. STEDMAN SWEET DID NOT INCREASE HIS OWNERSHIP BY EVEN 1 SHARE! WE BOUGHT 178,400 SHARES IN 1996 AT MARKET PRICE WITH HARD EARNED CASH! - In fact, Russell McMillen has such low faith in the Company that he let a over 10,000 of his sweetheart Company options lapse last summer. Indeed, the Board is so panic stricken they have yet to choose a new Chairman. THEIR COMMITMENT TO THE STOCK IS PHONY AND IS BASED ON ULTERIOR MOTIVES. - They are asking shareholders to rubber stamp their new "DIRECTORS FEE PROGRAM." In fact, they have already implemented the plan and are prepared to vote the shares you have yet to approve for them. THIS STINKS! STEDMAN SWEET'S LEGACY In 1988 Stedman Sweet became Chief Executive Officer--THAT'S 9 YEARS AGO! Let's look at his track record to date:
1988 1996 CHANGE --------------------- --------------------- --------------------- SALES................ $74 million $58 million Down $16 million NET INCOME........... $2.6 million $0.9 million Down $1.7 million EMPLOYEES............ 714 494 Down 220 people RETURN ON EQUITY..... 12% 3% Down 9% SWEET'S COMPENSATION......... $189,901 $273,176 UP $83,375 (44%)
STEDMAN SWEET'S SO CALLED "STRATEGIC PLAN" HAS FAILED THE COMPANY, ITS SHAREHOLDERS AND ITS EMPLOYEES. We favor change, including a search from within the Company for a new CEO! Before it is too late--it is up to the shareholders to stand-up for the great legacy of The Eastern Company. You can still vote for the future of The Eastern Company. Even if you already voted, vote against multi-millionaire Stedman Sweet--RETURN THE ENCLOSED BLUE CARD TODAY! Sincerely, [] [] [] John S. Dyson Clay B. Lifflander George M. Scherer
IMPORTANT Be sure to vote on the BLUE proxy card. Vote "FOR" the MMI nominees and "FOR" the stockholder proposal. We urge you not to sign any proxy card which is sent to you by Eastern, even as a protest vote against the Board of Directors. Remember, each properly executed proxy you submit revokes all prior proxies. If you have questions or need assistance in voting your shares, please contact: D.F. KING & CO., INC. 1-800-859-8511 (TOLL-FREE)
-----END PRIVACY-ENHANCED MESSAGE-----